159


 SCHEDULE 9

 FORM OF IRREVOCABLE POWER OF ATTORNEY

The undersigned acting on behalf of Compania Panamena de Aviacion, S.A. (the
"Lessee") hereby grants a power in favor of Wells Fargo Bank Northwest, N.A.,
not in its individual capacity, but solely as trustee under the Trust Agreement
(the "Lessor"), in order that through their attorneys and legal representatives
they may, in relation to the Boeing model B[ ] aircraft MSN [ ] leased by Lessor
to Lessee, carry out the following powers:

(A) To carry out, after the occurrence and during the continuance of an Event
 of Default as defined in the Lease, such acts as Lessor may be obliged to
 carry out as a result of termination of the above-mentioned contract for
 any of the reasons set out therein in order for Lessor to recover
 possession, control and use of the aircraft in question, carrying out and
 continuing such procedures as may be necessary before the authorities and
 courts of the Republic of Panama in order to export such aircraft.